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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 13, 2021

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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This current report on Form 8-K is filed by Pure Cycle Corporation (the “Registrant”), a Colorado corporation, in connection with the matters described herein.

 

 

On January 13, 2021, the Registrant held its annual shareholders’ meeting, during which Frederick Fendel III and Daniel Kozlowski were elected to serve on the Registrant’s board of directors (the “Board”). Messrs. Fendel and Kozlowski are replacing two long-term directors, Harrison Augur and Richard Guido, who did not stand for re-election. Messrs. Augur’s and Guido’s decision not to stand for re-election was not the result of a disagreement with the Registrant on any matter relating to the Registrant’s operations, policies or practices.  The Registrant is excited to welcome Messrs. Fendel and Kozlowski to its board and is thankful for the years of service provided by Messrs. Augur and Guido, their valuable guidance and knowledge will be missed.

 

The Board has determined that Messrs. Fendel and Kozlowski are independent under the rules of The NASDAQ Stock Market.  There is no arrangement or understanding between Messrs. Fendel and Kozlowski and any other person pursuant to which they were selected to serve as a director.  Additionally, there are no related party transactions involving the Registrant and Messrs. Fendel and Kozlowski that the Registrant would be required to report pursuant to Item 404(a) of Regulation S-K.

 

Following the annual meeting the Board updated the membership and chairmanship of its Board committees:

 

 

Board members receive compensation for their service as non-employee directors pursuant to the Registrant’s non-employee director compensation policy, as amended.  In accordance with this policy, on January 13, 2020, each Board member, including Messrs. Fendel and Kozlowski, were issued 2,000 unrestricted shares of the Registrant’s common stock.  In addition, each Board member will be paid $12,000 per year, $1,000 for each committee on which the Board member serves, $1,000 for attendance at each Board meeting, and $1,000 for attendance at each committee meeting held separately from the Board meetings.

 

A copy of the news release announcing the Board appointment is attached hereto as Exhibit 99.1.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

 

 

Item 7.01

Regulation FD Disclosure

On January 15, 2021, the Registrant issued a press release announcing the appointment of Frederick Fendel and Daniel Kozlowski to the Board of Directors. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information contained in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1 is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in the press release shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

 

(d)

Exhibits.

 

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